Common use of With Severance Benefits Clause in Contracts

With Severance Benefits. Subject to the requirements of Section 7.3, if Executive’s employment under this Agreement is terminated by reason of Executive’s death pursuant to Section 4.2(a), by Executive for Good Reason pursuant to Section 4.2(d) within ninety (90) days of the initial existence of the Good Reason condition, by Company without Cause pursuant to Section 4.2(e)(iv), or by Company without Cause following a Change of Control pursuant to Section 4.2(f), then all further rights of Executive (or as applicable, of Executive’s heirs or estate) to employment and/or compensation and benefits from Company under this Agreement shall cease as of the Termination Date, except that Company will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits (“Severance Benefits”), as applicable: (a) If Executive’s employment under this Agreement is terminated by Executive for Good Reason pursuant to Section 4.2(d), or by Company without Cause pursuant to Section 4.2(e)(iv), then Company will not pay any amounts pursuant to Sections 7.2(b) or 7.2(c), but will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.1; (ii) Executive’s Base Salary for a period of six (6) months, plus an additional period equivalent to four (4) weeks for every year of Executive’s employment with the Company in excess of five (5) years, including any years of such employment prior to the Effective Date, prorated for partial years of such employment (collectively referred to as the “Severance Period”), as severance pay, capped at a total combined maximum of seventy-eight (78) weeks of Base Salary severance, based upon Executive’s Base Salary as of the Termination Date, and paid in equal installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date (as defined below); provided, however, that in the event Executive enters into business or accepts employment with another employer following the Termination Date, the severance payments pursuant to this Section shall be reduced to the difference (if any) between Executive’s Base Salary as of the Termination Date and Executive’s base compensation with such new business or employer, paid in equal installments during the remainder of the Severance Period; and (iii) if Executive elects continuation coverage (with respect to Executive’s coverage and/or any eligible dependent coverage) (“COBRA Continuation Coverage”) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) with respect to Company’s group health insurance plan, Executive will be responsible for payment of the monthly cost of such COBRA Continuation Coverage; provided, however, that commencing on the first regular payroll date of Company following the Release Date, to the extent allowed by applicable law, Company will reimburse Executive for the monthly premium cost for all COBRA Continuation Coverage (including the premium cost for the period between the Termination Date and the Release Date) net of all premium cost (if any) Executive would have paid had Executive’s employment under this Agreement continued through the Severance Period, within thirty (30) days of each payment of such cost by the Executive, provided further, that such COBRA Continuation Coverage reimbursement payments by Company shall terminate upon the earlier of: (A) the expiration of the maximum period required under COBRA for COBRA Continuation Coverage, (B) the completion of the Severance Period, or (C) the date Executive becomes eligible for benefits coverage through a new business or employer. (b) If Executive’s employment under this Agreement is terminated by Company without Cause following a Change of Control pursuant to Section 4.2(f), then Company will not pay any amounts pursuant to Sections 7.2(a) or 7.2(c), but will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.1; (ii) Executive’s Base Salary for a period of one (1) year plus a period equivalent to one (1) month for every year of Executive’s service to Company in excess of five (5) years as an employee and/or Director, including any years of such service prior to the Effective Date, prorated for partial years of such service, as severance pay, based upon Executive’s Base Salary as of the Termination Date, and paid in equal installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date; and (iii) if Executive elects COBRA Continuation Coverage (with respect to Executive’s coverage and/or any eligible dependent coverage) with respect to Company’s group health insurance plan, Executive will be responsible for payment of the monthly cost of such COBRA Continuation Coverage; provided, however, that commencing on the first regular payroll date of Company following the Release Date, to the extent allowed by applicable law, Company will reimburse Executive for the monthly premium cost for all COBRA Continuation Coverage (including the premium cost for the period between the Termination Date and the Release Date) for the maximum period required under COBRA for COBRA Continuation Coverage, within five (5) days of each payment of such cost by the Executive. (c) If Executive’s employment under this Agreement is terminated by reason of Executive’s death pursuant to Section 4.2(a), then Company will not pay any amounts pursuant to Sections 7.2(a) or 7.2(b), but will pay Executive (e.g., Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.1; and (ii) Executive’s Base Salary for a period equivalent to nine (9) weeks, paid in installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date (as defined below).

With Severance Benefits. Subject to the requirements of Section 7.3, if Executive’s employment under this Agreement is terminated by reason of Executive’s death pursuant to Section 4.2(a), by Executive for Good Reason pursuant to Section 4.2(d) within ninety (90) days of the initial existence of the Good Reason condition, by Company without Cause pursuant to Section 4.2(e)(iv), or by Company without Cause following a Change of Control pursuant to Section 4.2(f), then all further rights of Executive (or as applicable, of Executive’s heirs or estate) to employment and/or compensation and benefits from Company under this Agreement shall cease as of the Termination Date, except that Company will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits (“Severance Benefits”), as applicable: (a) If Executive’s employment under this Agreement is terminated by Executive for Good Reason pursuant to Section 4.2(d), or by Company without Cause pursuant to Section 4.2(e)(iv), then Company will not pay any amounts pursuant to Sections 7.2(b) or 7.2(c), but will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.1; (ii) Executive’s Base Salary for a period of six one (61) monthsyear, plus an additional period equivalent to four (4) weeks for every year of Executive’s employment with the Company in excess of five (5) years, including any years of such employment prior to the Effective Date, prorated for partial years of such employment (collectively referred to as the “Severance Period”), as severance pay, capped at a total combined maximum of seventy-eight (78) weeks of Base Salary severance, based upon Executive’s Base Salary as of the Termination Date, and paid in equal installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date (as defined below); provided, however, that in the event Executive enters into business or accepts employment with another employer following the Termination Date, the severance payments pursuant to this Section shall be reduced to the difference (if any) between Executive’s Base Salary as of the Termination Date and Executive’s base compensation with such new business or employer, paid in equal installments during the remainder of the Severance Period; and (iii) if Executive elects continuation coverage (with respect to Executive’s coverage and/or any eligible dependent coverage) (“COBRA Continuation Coverage”) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) with respect to Company’s group health insurance plan, Executive will be responsible for payment of the monthly cost of such COBRA Continuation Coverage; provided, however, that commencing on the first regular payroll date of Company following the Release Date, to the extent allowed by applicable law, Company will reimburse Executive for the monthly premium cost for all COBRA Continuation Coverage (including the premium cost for the period between the Termination Date and the Release Date) net of all premium cost (if any) Executive would have paid had Executive’s employment under this Agreement continued through the Severance Period, within thirty (30) days of each payment of such cost by the Executive, provided further, that such COBRA Continuation Coverage reimbursement payments by Company shall terminate upon the earlier of: (A) the expiration of the maximum period required under COBRA for COBRA Continuation Coverage, (B) the completion of the Severance Period, or (C) the date Executive becomes eligible for benefits coverage through a new business or employer. (b) If Executive’s employment under this Agreement is terminated by Company without Cause following a Change of Control pursuant to Section 4.2(f), then Company will not pay any amounts pursuant to Sections 7.2(a) or 7.2(c), but will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.1; (ii) Executive’s Base Salary for a period of one (1) year plus a period equivalent to one (1) month for every year of Executive’s service to Company in excess of five (5) years as an employee and/or Director, including any years of such service prior to the Effective Date, prorated for partial years of such service, as severance pay, based upon Executive’s Base Salary as of the Termination Date, and paid in equal installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date; and (iii) if Executive elects COBRA Continuation Coverage (with respect to Executive’s coverage and/or any eligible dependent coverage) with respect to Company’s group health insurance plan, Executive will be responsible for payment of the monthly cost of such COBRA Continuation Coverage; provided, however, that commencing on the first regular payroll date of Company following the Release Date, to the extent allowed by applicable law, Company will reimburse Executive for the monthly premium cost for all COBRA Continuation Coverage (including the premium cost for the period between the Termination Date and the Release Date) for the maximum period required under COBRA for COBRA Continuation Coverage, within five (5) days of each payment of such cost by the Executive. (c) If Executive’s employment under this Agreement is terminated by reason of Executive’s death pursuant to Section 4.2(a), then Company will not pay any amounts pursuant to Sections 7.2(a) or 7.2(b), but will pay Executive (e.g., Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.1; and (ii) Executive’s Base Salary for a period equivalent to nine (9) weeks, paid in installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date (as defined below).

With Severance Benefits. Subject to the requirements of Section 7.3, if Executive’s employment under this Agreement is terminated by reason of Executive’s death pursuant to Section 4.2(a), by Executive for Good Reason pursuant to Section 4.2(d) within ninety (90) days of the initial existence of the Good Reason condition, by Company without Cause pursuant to Section 4.2(e)(iv), or by Company without Cause following a Change of Control pursuant to Section 4.2(f)Cause, then all further rights of Executive (or as applicable, of Executive’s heirs or estate) to employment and/or compensation and benefits from Company under this Agreement shall cease as of the Termination Date, except that Company will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits (“Severance Benefits”), as applicable: (a) If Executive’s employment under this Agreement is terminated by Executive for Good Reason pursuant to Section 4.2(d), or by Company without Cause pursuant to Section 4.2(e)(iv), then Company will not pay any amounts pursuant to Sections 7.2(b) or 7.2(c), but will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.1; (iib) Executive’s Base Salary for a period of six one (61) monthsyear, plus an additional period equivalent to four (4) weeks for every year of Executive’s employment with the Company in excess of five (5) years, including any years of such employment prior to the Effective Date, prorated for partial years of such employment (collectively referred to as the “Severance Period”), as severance pay, capped at a total combined maximum of seventy-eight (78) weeks of Base Salary severance, based upon Executive’s Base Salary as of the Termination Date, and paid in equal installments in accordance with the normal payroll policies of Company, less applicable taxes, payable over the Severance Period commencing on the first regular payroll date of Company following the Release Date (as defined below); provided, howeverwithout any obligation of Executive to mitigate damages and, that in no subsequent employment of Executive shall reduce the event Executive enters into business or accepts employment with another employer following the Termination Date, the severance payments pursuant to this Section shall be reduced to the difference (if any) between Executive’s Base Salary as amount of the Termination Date and Executive’s base compensation with such new business or employer, paid in equal installments during the remainder of the Severance PeriodBenefits provided hereunder; and (iiic) if Executive elects continuation coverage (with respect to Executive’s coverage and/or any eligible dependent coverage) (“COBRA Continuation Coverage”) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) with respect to Company’s group health insurance plan, Executive will be responsible for payment of the monthly cost of such COBRA Continuation Coverage; provided, however, that commencing on the first regular payroll date of Company following the Release Date, to the extent allowed by applicable law, Company will reimburse Executive for the monthly premium cost for all COBRA Continuation Coverage (including the premium cost for the period between the Termination Date and the Release Date) net of all premium cost (if any) Executive would have paid had Executive’s employment under this Agreement continued through the Severance Period, within thirty (30) days of each payment of such cost by the Executive, provided further, that such COBRA Continuation Coverage reimbursement payments by Company shall terminate upon the earlier of: (A) the expiration of the maximum period required under COBRA for COBRA Continuation Coverage, (B) the completion of the Severance Period, or (C) the date Executive becomes eligible for benefits coverage through a new business or employer. (b) If Executive’s employment under this Agreement is terminated by Company without Cause following a Change of Control pursuant to Section 4.2(f), then Company will not pay any amounts pursuant to Sections 7.2(a) or 7.2(c), but will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.1; (ii) Executive’s Base Salary for a period of one (1) year plus a period equivalent to one (1) month for every year of Executive’s service to Company in excess of five (5) years as an employee and/or Director, including any years of such service prior to the Effective Date, prorated for partial years of such service, as severance pay, based upon Executive’s Base Salary as of the Termination Date, and paid in equal installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date; and (iii) if Executive elects COBRA Continuation Coverage (with respect to Executive’s coverage and/or any eligible dependent coverage) with respect to Company’s group health insurance plan, Executive will be responsible for payment of the monthly cost of such COBRA Continuation Coverage; provided, however, that commencing on the first regular payroll date of Company following the Release Date, to the extent allowed by applicable law, Company will reimburse Executive for the monthly premium cost for all COBRA Continuation Coverage (including the premium cost for the period between the Termination Date and the Release Date) for the maximum period required under COBRA for COBRA Continuation Coverage, within five (5) days of each payment of such cost by the Executive. (c) If Executive’s employment under this Agreement is terminated by reason of Executive’s death pursuant to Section 4.2(a), then Company will not pay any amounts pursuant to Sections 7.2(a) or 7.2(b), but will pay Executive (e.g., Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.1; and (ii) Executive’s Base Salary for a period equivalent to nine (9) weeks, paid in installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date (as defined below).

With Severance Benefits. Subject to the requirements of Section 7.37.3 , if Executive’s employment under this Agreement is terminated by reason of Executive’s death pursuant to Section 4.2(a)) , by Executive for Good Reason pursuant to Section 4.2(d) within ninety (90) days of the initial existence of the Good Reason condition, by Company without Cause pursuant to Section 4.2(e)(iv)) , or by Company without Cause following a Change of Control pursuant to Section 4.2(f)) , then all further rights of Executive (or as applicable, of Executive’s heirs or estate) to employment and/or compensation and benefits from Company under this Agreement shall cease as of the Termination Date, except that Company will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits (““ Severance BenefitsBenefits ”), as applicable: (a) If Executive’s employment under this Agreement is terminated by Executive for Good Reason pursuant to Section 4.2(d)) , or by Company without Cause pursuant to Section 4.2(e)(iv)) , then Company will not pay any amounts pursuant to Sections 7.2(b) or 7.2(c)) , but will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.17.1 ; (ii) Executive’s Base Salary for a period of six one (61) monthsyear, plus an additional period equivalent to four (4) weeks for every year of Executive’s employment with the Company in excess of five (5) years, including any years of such employment prior to the Effective Date, prorated for partial years of such employment (collectively referred to as the ““ Severance PeriodPeriod ”), as severance pay, capped at a total combined maximum of seventy-eight (78) weeks of Base Salary severance, based upon Executive’s Base Salary as of the Termination Date, and paid in equal installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date (as defined below); provided, howeverhowever , that in the event Executive enters into business or accepts employment with another employer following the Termination Date, the severance payments pursuant to this Section shall be reduced to the difference (if any) between Executive’s Base Salary as of the Termination Date and Executive’s base compensation with such new business or employer, paid in equal installments during the remainder of the Severance Period; and (iii) if Executive elects continuation coverage (with respect to Executive’s coverage and/or any eligible dependent coverage) (““ COBRA Continuation CoverageCoverage ”) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA“ COBRA ”) with respect to Company’s group health insurance plan, Executive will be responsible for payment of the monthly cost of such COBRA Continuation Coverage; provided, howeverhowever , that commencing on the first regular payroll date of Company following the Release Date, to the extent allowed by applicable law, Company will reimburse Executive for the monthly premium cost for all COBRA Continuation Coverage (including the premium cost for the period between the Termination Date and the Release Date) net of all premium cost (if any) Executive would have paid had Executive’s employment under this Agreement continued through the Severance Period, within thirty (30) days of each payment of such cost by the Executive, provided furtherfurther , that such COBRA Continuation Coverage reimbursement payments by Company shall terminate upon the earlier of: (A) the expiration of the maximum period required under COBRA for COBRA Continuation Coverage, (B) the completion of the Severance Period, or (C) the date Executive becomes eligible for benefits coverage through a new business or employer. (b) If Executive’s employment under this Agreement is terminated by Company without Cause following a Change of Control pursuant to Section 4.2(f)) , then Company will not pay any amounts pursuant to Sections 7.2(a) or 7.2(c)) , but will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.17.1 ; (ii) Executive’s Base Salary for a period of one (1) year plus a period equivalent to one (1) month for every year of Executive’s service to Company in excess of five (5) years as an employee and/or Director, including any years of such service prior to the Effective Date, prorated for partial years of such service, as severance pay, based upon Executive’s Base Salary as of the Termination Date, and paid in equal installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date; and (iii) if Executive elects COBRA Continuation Coverage (with respect to Executive’s coverage and/or any eligible dependent coverage) with respect to Company’s group health insurance plan, Executive will be responsible for payment of the monthly cost of such COBRA Continuation Coverage; provided, howeverhowever , that commencing on the first regular payroll date of Company following the Release Date, to the extent allowed by applicable law, Company will reimburse Executive for the monthly premium cost for all COBRA Continuation Coverage (including the premium cost for the period between the Termination Date and the Release Date) for the maximum period required under COBRA for COBRA Continuation Coverage, within five (5) days of each payment of such cost by the Executive. (c) If Executive’s employment under this Agreement is terminated by reason of Executive’s death pursuant to Section 4.2(a)) , then Company will not pay any amounts pursuant to Sections 7.2(a) or 7.2(b)) , but will pay Executive (e.g., Executive’s heirs or estate) the following severance benefits: (i) all payments and compensation pursuant to Section 7.17.1 ; and (ii) Executive’s Base Salary for a period equivalent to nine (9) weeks, paid in installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date (as defined below).